-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kak0Lco9xfh2GRCNeRCFdAUDFu4/ZCpCnWZ/jS+ESVxPotQkuczaDC4IBrzXMje/ 4ZjAYaQ5JJbeXRRjFuLdCA== 0000023675-08-000038.txt : 20080814 0000023675-08-000038.hdr.sgml : 20080814 20080814171023 ACCESSION NUMBER: 0000023675-08-000038 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080814 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080814 DATE AS OF CHANGE: 20080814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Con-way Inc. CENTRAL INDEX KEY: 0000023675 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 941444798 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05046 FILM NUMBER: 081020344 BUSINESS ADDRESS: STREET 1: 2855 CAMPUS DRIVE CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 6504942900 MAIL ADDRESS: STREET 1: 1717 NW 21ST AVE CITY: PORTLAND STATE: OR ZIP: 97209 FORMER COMPANY: FORMER CONFORMED NAME: CNF INC DATE OF NAME CHANGE: 20010510 FORMER COMPANY: FORMER CONFORMED NAME: CNF TRANSPORTATION INC DATE OF NAME CHANGE: 19970509 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED FREIGHTWAYS INC DATE OF NAME CHANGE: 19920703 8-K 1 frm8k.txt FORM 8-K AUGUST 14, 2008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 14, 2008 ------------------------------------------------ Date of Report (Date of earliest event reported) Con-way Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-5046 94-1444798 ---------- ------ ---------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation or Number) organization) 2855 Campus Drive, Suite 300, San Mateo, California 94403 ----------------------------------------------------------- (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (650) 378-5200 - ----------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2 below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATION ARRANGEMENTS OF CERTAIN OFFICERS. On August 14, 2008, Con-way Inc. issued a press release announcing that Stephen L. Bruffett will be joining Con-way as Senior Vice President and Chief Financial Officer, effective August 31, 2008. He will be replacing Kevin C. Schick, who will become Con-way's Vice President, Operational Accounting. Mr. Bruffett, age 44, joins Con-way from YRC Worldwide, Inc., where he served as chief financial officer since 2007. A graduate of the University of Arkansas, Mr. Bruffett earned his bachelor's degree in finance and banking in 1986. After working as a stock broker in Dallas, he returned to school, earning his MBA from the University of Texas in 1990. He started his trucking industry career in 1992 as director of Finance for American Freightways. Six years later Mr. Bruffett was recruited into the YRC organization as director of financial planning and analysis for the then- Yellow Freight unit. Over the next 10 years he subsequently advanced through a series of increasingly responsible positions at Yellow, its sister companies and the parent company before being named YRC Worldwide's chief financial officer last year. Mr. Bruffett's compensation will include the following: * A one-time cash signing bonus of $150,000. * A one-time signing grant of (i) 7,000 shares of restricted stock that will vest in full upon the third anniversary of the date of grant, and (ii) 10,000 stock options that will vest in equal annual installments and have a 10-year term, in each case subject to Compensation Committee approval. * An annualized base salary of $425,000. * Eligibility to participate in Con-way's short-term incentive compensation program for executives, with a target annual incentive compensation opportunity equal to 75% of annual base salary (subject to a maximum equal to 150% of annual base salary). In 2008 the award will be prorated based on the number of full calendar quarters during which Mr. Bruffett is employed by Con-way. * Eligibility to participate in Con-way's long term incentive compensation program for executives, starting in 2009, with a target long-term opportunity equal to 225% of annual base salary. * Eligibility to participate in Con-way's perquisites program, which provides for payment to executives in January and July of each year in the amount of $4,000 each. * Use of a Company car. * An executive severance agreement providing for a severance payment equal to two times annual base salary and annual target bonus, plus other benefits, in the event of a change in control. * Group medical, dental, vision, life and disability benefits. A copy of the press release is filed with this report as Exhibit 99 and is incorporated herein by reference. The foregoing description of the press release is qualified in its entirety by reference to such exhibit. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit No. Description ----------- ----------- EX 99 Press release issued on August 14, 2008 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Con-way Inc. ------------ (Registrant) August 14, 2008 /s/ Jennifer W. Pileggi -------------------------- Jennifer W. Pileggi Senior Vice President, General Counsel and Corporate Secretary ******** EX-99 2 ex99.txt PRESS RELEASE DATED AUGUST 14, 2008 EXHIBIT 99 NEWS RELEASE Contacts: Investor: Patrick Fossenier 1+ 650-378-5353 News Media: Gary Frantz 1+ 650-378-5335 CON-WAY INC. ANNOUNCES SENIOR MANAGEMENT CHANGES KEVIN C. SCHICK NAMED VICE PRESIDENT, OPERATIONAL ACCOUNTING; STEPHEN L. BRUFFETT JOINS COMPANY AS SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER SAN MATEO, Calif.-August 14, 2008- Con-way Inc. (NYSE: CNW) announced today the following changes for its corporate finance and accounting organization. Kevin C. Schick has been named to the new position of Vice President, Operational Accounting. In his new role, Mr. Schick becomes responsible for directing corporate financial reporting, business unit accounting and regulatory financial compliance activities. He had been the company's senior vice president and chief financial officer. "Kevin Schick's contributions over more than 25 years as an executive have been instrumental to the success and financial integrity of the Con-way organization," said Douglas W. Stotlar, Con-way's President and CEO. "His insights and continued leadership in this new role will strengthen our corporate governance and compliance practices, and our management of the increasingly complex financial reporting responsibilities we face in today's regulatory environment." Joining Con-way as its new senior vice president and chief financial officer is Stephen L. Bruffett. A 16-year veteran of the freight transportation industry, Mr. Bruffett comes from YRC Worldwide, a national trucking concern, where he was chief financial officer since late 2007. "Stephen Bruffett is a seasoned transportation executive whose business career has spanned leadership roles in finance, treasury, tax, mergers and acquisitions, field operations, sales and marketing and financial planning and analysis," said Stotlar. "He is highly respected in the financial community and holds a well-earned reputation as a skilled manager with broad knowledge and expertise in our industry." A graduate of the University of Arkansas, Mr. Bruffett earned his bachelor's degree in finance and banking in 1986. After working as a stock broker in Dallas, he returned to school, earning his MBA from the University of Texas in 1990. He started his trucking industry career in 1992 as director of Finance for American Freightways in his hometown of Harrison, Arkansas. Six years later Mr. Bruffett was recruited into the YRC organization as director of financial planning and analysis for the then-Yellow Freight unit. Over the next 10 years he subsequently advanced through a series of increasingly responsible positions at Yellow, its sister companies and the parent company before being named YRC Worldwide's CFO last year. Mr. Schick joined Con-way in 1983 as controller and a member of the start-up team for the former Con-way Central Express, one of Con-way's original regional less-than-truckload carriers. He was named vice president and controller of Con-way Transportation Services, Inc. (CTS), now known as Con- way Freight, in 1989, and became Con-way Inc.'s chief financial officer in 2005. He has more than 30 years of financial experience and is a certified public accountant. Prior to joining Con-way, Mr. Schick spent five years with Wabash National Corporation, a trailer manufacturing concern, as its assistant controller. He previously worked in financial planning and analysis positions for Motorola Corporation. A native of Chicago, Ill., Mr. Schick holds a bachelor's degree from Marquette University and an MBA from Northwestern University. Con-way Inc. (NYSE:CNW) is a $4.7 billion freight transportation and logistics services company headquartered in San Mateo, Calif. A diversified transportation company, Con-way delivers industry-leading services through three primary operating companies: Con-way Freight, Con-way Truckload and Menlo Worldwide Logistics. These operating units provide high-performance, day-definite less-than-truckload and full truckload and multimodal freight transportation, as well as logistics, warehousing and supply chain management services, and trailer manufacturing. Con-way Inc. and its subsidiaries operate from more than 500 locations across North America and in 20 countries. For more information about Con-way, visit us on the Web at www.con-way.com. -----END PRIVACY-ENHANCED MESSAGE-----